Corporate Governance

TMG is committed to achieving and maintaining the highest standards of corporate vernance. The key corporate vernance practices include:

The Board Of Directors

TMG’s 8 members of board of directors include 2 independent and Non-Executive members, all of whom are renowned public and professional figures. According to the Statutes and Egyptian Companies Law, the primary functions of the Board of Directors, is to manage the Company and undertake all non reserved matters by the Egyptian Companies Law and the Statutes to the general meetings of the Shareholders. The authority of the Board of Directors includes the following:

- Appoint the Chairman from among its members.

- Appoint one or more Managing Directors from among its members.

- Appoint one or more committees to undertake specific tasks from among its members.

- Review and approve the group’s consolidated financial statements for submission to the ordinary general meeting of the company; and ensure that the board’s composition, structure, policies and processes meet all relevant legal and regulatory requirements, including applicable corporate vernance standards.

Egyptian Companies Law provides the Board of Directors broad powers allowing them to manage the Company, such powers include the following:

- Review and approve the multi-year business plan and annual budget of the group.

- Review and approve major group transactions and investment projects of the group

- Ensure high standards of group leadership and executive management succession planning.

- Approve the remuneration policy for the group and all stock-related compensation schemes that are based on recommendations of the Nomination and Remuneration Committee.

- Ensure that the group maintains an effective system of internal controls that are designed to insure the integrity of all financial and non-financial disclosures, based on the recommendations of the Audit Committee; and ensure that the Board’s composition, structure, policies and processes meet all relevant legal and regulatory requirements, including applicable corporate vernance standards.

Board Of Committees

The Board of Directors has two independent committees, the Audit Committee and the Nomination and Remuneration Committee, both of which are composed of and chaired by Non-Executive Directors. The duties and responsibilities of the two committees are in line with the Egyptian Capital Market Authority (CMA) regulations as well as the U.K. standards.